SECURITIES AND EXCHANGE COMMISSION


                           WASHINGTON, D.C. 20549



                                 Form 10-Q


(Mark One)

(X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934


For the quarterly period ended May 31, 2002.


                       Commission File Number 1-6018


                            TOKHEIM CORPORATION

           (Exact Name of Registrant as Specified in its Charter)


     INDIANA                                            35-0712500
(State or Other Jurisdiction                         (I.R.S Employer
of Incorporation or Organization)                    Identification No.)


1600 WABASH AVENUE, FORT WAYNE, IN                           46801-0360
(Address of Principal Executive Offices)                     (Zip Code)


(Registrant's Telephone Number Including Area Code):       (260) 470-4600


                10501 CORPORATE DRIVE, FORT WAYNE, IN    46845
            (Former Name, Former Address, and Former Fiscal Year
                       if Changed Since Last Report)


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x]



Indicate by check mark whether the Registrant has filed all reports
required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [x]


As of May 31, 2002, 4,171,372 shares of voting common stock were
outstanding.

The exhibit index is located on page 15.


Certain statements contained in this Report, including, without limitation,
statements containing the words "will," "may," "should," "continue,"
"intends," "believes," "anticipates," "expects" and words of similar
import, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "PSLRA"). Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or
achievements of the Company, or industry results, to differ materially from
any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: increases in interest rates or the Company's cost of borrowing
or a default under any material debt agreement; inability of the Company to
successfully make and integrate acquisitions; inability to achieve
anticipated cost savings or revenue growth; dependence on the retail
petroleum industry; inability to forecast or achieve future sales levels or
other operating results; fluctuations in exchange rates among various
foreign currencies, principally among the dollar, the Euro, and the British
pound; competition; inability to protect proprietary technology or to
integrate new technologies quickly into new products; changes in business
strategy or development plans; business disruptions; changes in general
economic conditions or in economic conditions of particular markets in
which the Company competes; unavailability of funds for capital
expenditures or research and development; changes in customer spending
levels and demand for new products; changes in governmental, environmental
or other regulations, especially as they may affect the capital
expenditures of the Company's customers; failure of the Company to comply
with governmental regulations; loss of key members of management; adverse
publicity; contingent liabilities and other claims asserted against the
Company; loss of significant customers or suppliers; and other factors
referenced in this Report. Certain of these factors are discussed in more
detail elsewhere in this Report, including, without limitation, under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and in the consolidated financial statements and
related notes. Given these uncertainties, investors are cautioned not to
place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to announce publicly
the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.


PART 1. Financial Information

Item 1.  Financial Statements

<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
--------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Earnings
(Amounts in thousands except data per share)

                                                                                   Unaudited
                                                      --------------------------------------------------------------------
                                                             Three months ended                   Six months ended
                                                                  May 31,                             May 31,
                                                           2002             2001               2002             2001
                                                      ---------------------------------   --------------------------------

<S>                                                        <C>               <C>                <C>              <C>
Net sales                                                  $ 112,747         $ 121,786          $ 232,380        $ 243,026
Cost of sales, exclusive of items listed below                89,933            94,157            183,478          189,916
Selling, general, and administrative expenses                 21,208            20,132             41,297           39,961
Depreciation and amortization                                  4,401             9,044              8,817           16,953
Merger and acquisition costs and other unusual items           3,545             2,218              4,389            2,950
                                                      ---------------  ----------------   ---------------- ----------------

Operating loss                                                (6,340)           (3,765)            (5,601)          (6,754)
Interest expense, net                                          9,058             8,835             17,610           18,057
Foreign currency (gain) loss                                    (274)              762                (81)             507
Minority interest in subsidiaries                                (33)              173                (19)             182
Other (income) expense, net                                       94              (940)               213           (1,992)
                                                      ---------------  ----------------   ---------------- ----------------

Loss before income taxes                                     (15,185)          (12,595)           (23,324)         (23,508)
Income tax expense                                               391               431                699              893
                                                      ---------------  ----------------   ---------------- ----------------

Net loss                                                     (15,576)          (13,026)           (24,023)         (24,401)
Preferred stock dividends                                       (375)             (368)              (757)            (750)

                                                      ---------------  ----------------   ---------------- ----------------
Loss applicable to common stock                            $ (15,951)        $ (13,394)         $ (24,780)       $ (25,151)
                                                      ===============  ================   ================ ================

Loss per common share:
        Basic
           Net loss                                        $   (3.57)          $ (2.98)         $   (5.54)       $   (5.59)
                                                      ===============  ================   ================ ================
           Weighted average shares outstanding*                4,474             4,500              4,474            4,500
                                                      ===============  ================   ================ ================

        Diluted
           Net loss                                        $   (3.57)        $   (2.98)         $   (5.54)       $   (5.59)
                                                      ===============  ================   ================ ================
           Weighted average shares outstanding*                4,474             4,500              4,474            4,500
                                                      ===============  ================   ================ ================


*Total shares to be issued pursuant to Plan of Reorganization.

The accompanying notes are an integral part of the financial statements.
</TABLE>

<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
---------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Balance Sheet
(Amounts in thousands except data per share)

                                                                                     Unaudited
                                                                                     May 31, 2002       November 30, 2001
                                                                                 ------------------    ------------------
<S>                                                                                  <C>                    <C>
Assets
Current assets:

Cash and cash equivalents                                                         $     20,309           $     14,132
Accounts receivable, net                                                               100,314                121,195
Inventories:
     Raw materials, service parts and supplies                                          49,840                 55,577
     Work in process                                                                    10,338                  5,591
     Finished goods                                                                     15,329                 15,918
                                                                                ---------------         --------------
                                                                                        75,507                 77,086
Other current assets                                                                    11,487                 13,862
                                                                                ---------------         --------------
     Total current assets                                                              207,617                226,275

Property, plant and equipment:
     Land and land improvements                                                          5,211                  5,166
     Buildings and building improvements                                                23,389                 22,631
     Machinery and equipment                                                            47,901                 45,611
     Construction in progress                                                            2,183                  1,940
                                                                                ---------------         --------------
                                                                                        78,684                 75,348
Less: Accumulated Depreciation                                                          20,057                 13,281
                                                                                ---------------         --------------
                                                                                        58,627                 62,067

Reorganization value in excess of amounts
 allocable to identifiable assets, net                                                 145,125                145,125
Intangible assets, net                                                                  18,154                 17,367
Other assets                                                                             6,703                  7,235
                                                                                ---------------         --------------
        Total assets                                                              $    436,226          $     458,069
                                                                                ===============         ==============

Liabilities and Shareholders' Equity

Current maturities of other long term debt                                        $      1,433          $       2,984
Cash overdrafts                                                                         10,646                 17,543
Accounts payable                                                                        54,885                 68,697
Accrued expenses                                                                        81,309                 78,424
Current maturities of notes payable, bank credit agreement                             291,316                273,766
                                                                                ---------------         --------------
   Total current liabilities                                                           439,589                441,414

Other long term debt, less current maturities                                            2,980                  2,925
Post-retirement benefit liability                                                       18,817                 18,271
Other long-term liabilities                                                              2,036                  2,049
                                                                                ---------------         --------------
                                                                                       463,422                464,659

Redeemable convertible preferred stock, liquidation
value of $25 per share, 1,700 shares authorized, 960 shares issued                      18,571                 18,320
New preferred stock, liquidation preference of $1 per share,
100 authorized and issued                                                                  100                    100
Treasury stock, at cost                                                                 (4,841)                (4,974)
                                                                                ---------------         --------------
   Total preferred equity                                                               13,830                 13,446

New common stock, no par value; 30,000 shares authorized*                                4,500                  4,500
Common stock warrants                                                                    8,199                  8,199
Accumulated comprehensive income (loss)                                                  1,804                 (1,986)
Retained earnings (accumulated deficit)                                                (82,605)               (57,825)
Additional paid in capital                                                              27,076                 27,076
                                                                                ---------------         --------------
           Total common shareholders' equity                                           (41,026)               (20,036)
                                                                                ---------------         --------------

     Total liabilities and shareholders' equity                                   $    436,226          $     458,069
                                                                                ===============         ==============


*Total shares to be issued pursuant to Plan of Reorganization.

The accompanying notes are an integral part of the financial statements.
</TABLE>

<TABLE>
<CAPTION>

TOKHEIM CORPORATION & SUBSIDIARIES
-------------------------------------------------------------------------------------------------------------------------
Consolidated Condensed Statement of Cash Flows
(Amounts in thousands except data per share)

                                                                                              Unaudited
                                                                              -------------------------------------------
                                                                              Six months ended           Six months ended
                                                                                May 31, 2002              May 31, 2001
                                                                              ---------------------     -----------------

<S>                                                                                 <C>                     <C>
Cash flows from operating activities:
          Net loss...............................                                 $   (24,023)            $   (24,401)
          Adjustments to reconcile net loss to net cash
            provided from (used in) operating activities:
                    Payment in kind interest...............                             9,851                   8,403
                    Amortization of debt issuance costs....                               699                     699
                    Depreciation and amortization..........                             8,817                  16,953
                    Gain on sale of fixed assets...........                               (86)                   (635)
                    Deferred income taxes..................                                 4                     551
          Changes in assets and liabilities:
                    Receivables, net.......................                            23,763                  (1,086)
                    Inventories............................                             3,561                  (3,940)
                    Other current assets...................                             2,671                  (4,706)
                    Accounts payable.......................                           (15,150)                  1,146
                    Accrued expenses.......................                             1,455                   5,593
                    Other..................................                               (98)                  1,544
                                                                                --------------             -----------
Net cash provided from operations..........................                            11,464                     121
                                                                                --------------             -----------

Cash flows from investing activities:
                    Property, plant, and equipment additions...........                (2,640)                 (5,172)
                    Proceeds from the sale of property, plant, and equipment..            122                     716
                    Other...................................                              434                    (253)
                                                                                --------------           -------------
Net cash used in investing activities.......................                           (2,084)                 (4,709)
                                                                                --------------           -------------

Cash flows from financing activities:
                    Decrease in other debt...................                          (1,721)                   (971)
                    Net increase in notes payable, banks.....                           7,000                  10,585
                    Net increase (decrease) in cash overdraft.........                 (7,578)                  1,405
                    Other....................................                             376                    (593)
                    Preferred stock dividends................                            (757)                   (750)
                                                                                --------------           -------------
Net cash provided from (used in) financing activities........                          (2,680)                  9,676
                                                                                --------------           -------------

Effect of translation adjustments on cash....................                            (523)                   (374)

                    Increase in cash and cash equivalents....                           6,177                   4,714
                    Cash and cash equivalents:
                    Beginning of period......................                          14,132                   8,946
                                                                                --------------           -------------
                    End of period............................                     $    20,309             $    13,660
                                                                                ==============           =============

The accompanying notes are an integral part of the financial statements.
</TABLE>




Notes to the Consolidated Condensed Financial Statements

1. Basis of Presentation

All dollar amounts presented are in thousands, except for per share data.

The consolidated condensed financial statements are unaudited for the
periods indicated herein, except for the November 30, 2001 balance sheet.
In accordance with the rules and regulations of the Securities and Exchange
Commission, certain information and footnote disclosures have been
condensed or omitted; therefore, such financial statements should be read
in conjunction with the consolidated financial statements in the Company's
Annual Report on Form 10-K for the year ended November 30, 2001. The
consolidated financial statements include the accounts of Tokheim
Corporation and its wholly and majority-owned subsidiaries ("Tokheim" or
the "Company"). The consolidated condensed financial statements in this
Report reflect all adjustments and accruals that, in the opinion of
management, are necessary for a fair presentation of the results for the
interim periods presented; all such adjustments were of a normal recurring
nature. The results of operations for the three and six month periods ended
May 31, 2002 are not necessarily indicative of the results of operations
for the year ending November 30, 2002.

Tokheim filed a Joint Prepackaged Plan of Reorganization (the "Plan") for
the Company and its U.S. subsidiaries pursuant to Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware
on August 28, 2000. The Bankruptcy Court confirmed the Company's Plan on
October 4, 2000, and the Plan became effective as of October 20, 2000 (the
"Effective Date").

All financial statements prepared subsequent to the Effective Date reflect
accounting principles and practices set forth in American Institute of
Certified Public Accountants Statement of Position ("SOP") 90-7, Financial
Reporting by Entities in Reorganization under the Bankruptcy Code, which
provides guidance for financial reporting by entities that have filed
voluntary petitions for relief under, and have reorganized in accordance
with, the Bankruptcy Code. As such, the Company adopted "fresh start
accounting" as of October 31, 2000. The Company's emergence from Chapter 11
proceedings resulted in a new reporting entity.

2. Capital Funding and Liquidity

The Company exited from bankruptcy in October 2000. The debt and equity
structure of the Company was based upon a strategic plan. A major
assumption of this strategic plan was that the depressed United States
market in which the Company had been operating in recent years would return
to prior growth levels. This assumption in the plan has not been realized.
In fact, the United States has continued to experience declines in the
overall market.

The results of the Company have demonstrated that a restructuring of its
capital structure is necessary. Toward this end, the Company initiated
discussions with its lenders regarding potential restructuring options.
Though these discussions have not yet resulted in an arrangement, the
Company and its lenders have entered into an amendment and waiver to the
Company's credit facility (more fully discussed in Note 3 "Notes Payable,
Bank Credit Agreement" to the consolidated condensed financial statements)
in which a timetable has been established to retain an investment banking
firm to develop a plan to explore all strategic options available to the
Company, including, without limitation, asset dispositions, refinancings,
and equity investments. The Company does not believe that this process will
impact its day-to-day operations. While the Company believes that a
transaction may be possible, there can be no assurance that a transaction
will be achieved.

As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," the Company entered
into an amendment and waiver with its lenders that permanently waived
certain financial convenants for the computation period ended February 28,
2002 through the computation period ending August 31, 2002.

The Company's financial statements for the quarter ended May 31, 2002 have
been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal
course of business. Net sales have declined for three consecutive years and
the Company incurred net losses for the year ended November 30, 2001 and
for the six months ended May 31, 2002 of $56,754 and $24,023, respectively.
In addition, the Company had negative working capital as of May 31, 2002
and November 30, 2001 of $231,972 and $215,139, respectively, as a result
of the classification of the outstanding bank debt as a current liability.
Further, the Company expects to incur additional net losses in the next two
quarters of fiscal 2002. Without restructuring of the credit facility or
other changes in the Company's operations, estimated cash availability will
not be sufficient to fund the scheduled principal and interest payment on
the Special Loan due November 30, 2002. Also, as a result of the Company's
recent history of declining sales and operating losses and forecasted
future losses, the Company may not be able to attract equity capital to
strengthen its financial condition. Given these conditions, there can also
be no assurances that the Company will meet its financial loan covenants in
the future or that the bank group will not exercise its rights within the
loan agreement to accelerate maturities on substantially all of the
Company's debt. These matters raise substantial doubt about the Company's
ability to continue as a going concern.

3. Notes Payable, Bank Credit Agreement

In connection with the Chapter 11 proceedings discussed above, the Company
entered into a post-confirmation credit agreement (the "New Credit
Agreement") as of the Effective Date, which replaced all then-existing
credit agreements. The New Credit Agreement is comprised of a four-year,
eleven month revolving credit facility and three four-year, eleven month
term facilities: the Tranche A Term Loan, the Tranche B Term Loan and the
Special Loan.

At May 31, 2002, the aggregate amount outstanding under the revolving
facility was $33,000. The Company also had outstanding letters of credit at
May 31, 2002 of $2,502. Any balances on the revolving facility are
repayable in full on September 20, 2005. The Sixth Amendment and Waiver
dated as of June 7, 2002 ("the Sixth Amendment") terminated the ability of
the Company to borrow under the revolving credit facility and to request
the issuance of letters of credit (other than renewals or replacements of
existing letters of credit).

As of November 30, 2001, February 28, 2002 and at May 31, 2002, the Company
was in violation of certain covenants under the New Credit Agreement, as
amended. Effective February 28, 2002, the Company entered into a Fifth
Amendment Waiver and Consent. The bank group waived the November 30, 2001
violations and waived through April 15, 2002 the minimum EBITDA
requirements for the quarter ended February 28, 2002. In addition, a change
in the distribution of mandatory prepayments among the Revolving Loans, the
Tranche A and Tranche B Term Loans was included.

The April 15, 2002 deadline was subsequently extended to June 15, 2002, as
part of a new waiver entered into with the bank group. As part of this new
waiver, the Company was required to execute with the bank group by June 7,
2002, a binding term sheet setting forth the material terms of a plan of
recapitalization and restructuring of the Company's balance sheet.

The binding term sheet was not executed by June 7, 2002 and therefore a
Sixth Amendment and Waiver was entered into as of June 7, 2002. The Sixth
Amendment and Waiver did the following: 1) permanently waived compliance
with certain financial covenants for the computation period ended February
28, 2002 through the computation period ending August 31, 2002; 2)
terminated the ability of the Company to borrow under the revolving credit
facility and to request the issuance of letters of credit (other than
renewals or replacements of existing letters of credit); and 3) added a
timetable which required the Company to retain an investment banking firm
to develop a plan to explore all strategic options available to the
Company, including, without limitation, asset dispositions, refinancings
and equity investments and complete the solicitation of final binding
proposals from all interested parties by no later than September 30, 2002.

The Tranche A Term Loan and the Tranche B Term Loan were adjusted in the
First Amendment to $36,509 and $100,668, respectively, from the original
amounts of $36,540 and $100,637, respectively. These loans bear interest
based upon (at the Company's option) (i) the Base Rate (defined as the
higher of (a) the prime rate and (b) the federal funds rate plus 0.5%) plus
3.5% in the case of US dollar denominated loans or (ii) the Eurodollar Rate
(Reserve Adjusted) as defined in the New Credit Agreement plus 5% in the
case of Euro dollar denominated loans.

The Revolving Loans bear interest based upon (at the Company's option) (i)
the Base Rate (as defined above) plus 2.5% in the case of US dollar
denominated loans or the Eurodollar Rate (Reserve Adjusted) (as defined in
the New Credit Agreement) plus 5% in the case of Eurodollar denominated
loans.

The Special Loan is in the amount of $100,000 and bears interest at the
rate of 16%, compounded quarterly, which is capitalized as part of the
principal balance in lieu of being paid in cash. The loan is repayable in
four annual installments of $25,000 plus capitalized interest thereon,
commencing November 30, 2002.

Any time an event of default (as defined in the New Credit Agreement)
exists, the interest rates on the loans may be increased by 3% upon notice
from the requisite lenders.

As consideration for establishing the New Credit Agreement, the Company
paid certain fees and expenses to the bank group and issued them Series A
Warrants to purchase 678,334 shares of New Common Stock of the Company at
an exercise price of $0.01 per share. The Company also issued to the bank
group New Preferred Stock with an aggregate liquidation preference of $100
and quarterly dividends at an annual rate of 16%. The holders of the New
Preferred Stock are entitled to appoint two directors to the board of
directors of the Company. In the event of a default under the New Credit
Agreement, the holders of the New Preferred Stock, voting as a separate
class, would be entitled to elect a majority of the directors to the board
of directors of the Company.

Indebtedness of the Company under the New Credit Agreement is secured by
(i) a first perfected security interest in and lien on substantially all of
the real and personal property assets of the Company's direct and indirect
material majority-owned U.S. subsidiaries, (ii) a pledge of 100% of the
stock of the Company's direct and indirect material majority-owned U.S.
subsidiaries, and (iii) a pledge of 65% of the capital stock of the
Company's first-tier material foreign subsidiaries, and the indebtedness is
guaranteed by all of the Company's direct and indirect material
majority-owned U.S. subsidiaries.

The Company may voluntarily prepay the loans, in whole or in part, without
penalty except for the Special Loan, which carries a prepayment penalty
until August 2002. The Company is also required to apply against the loans
(i) all net cash proceeds from sales of assets, (ii) all insurance proceeds
(with certain exceptions), (iii) all net proceeds from the sale or issuance
of debt or equity (with certain exceptions), (iv) a percentage of excess
cash flow (as defined in the New Credit Agreement) for each fiscal year
commencing with the year ending November 30, 2002 and (v) all net proceeds
received by the Company relating to the Schlumberger litigation.

The New Credit Agreement, as amended, requires the Company to meet certain
consolidated financial tests, including minimum levels of EBITDA and fixed
charge coverage ratio (both as defined in the New Credit Agreement) and
maximum levels of capital expenditure. The New Credit Agreement also
contains covenants which, among other things, limit the incurrence of
additional indebtedness, payment of dividends, transactions with
affiliates, asset sales, acquisitions, investments, mergers and
consolidations, prepayments and amendments of other indebtedness, liens and
encumbrances and other matters customarily restricted in such agreements.
As previously mentioned, certain of these covenants have been permanently
waived for the period ended February 28, 2002 through the period ended
August 31, 2002.

All outstanding debt under the New Credit Agreement was classified as a
current liability at May 31, 2002 and November 30, 2001 to reflect that
there is a greater than remote possibility that this debt will become due
in the next twelve months.

4. New Accounting Pronouncements

The Financial Accounting Standards Board issued the following recent
statements: Statement of Financial Accounting Standards Board ("SFAS"), No.
141 "Business Combinations," SFAS No. 142, "Goodwill and Other Intangible
Assets," SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," and SFAS No. 145 "Recission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."

SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001 and includes
guidance on the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination that is completed
after June 30, 2001. The Company adopted this statement during the year
ended November 30, 2001, with no impact on the Company's consolidated
financial statements.

SFAS No. 142 no longer permits the amortization of goodwill and
indefinite-lived intangible assets. Instead, these assets must be reviewed
annually (or more frequently under certain conditions) for impairment in
accordance with this statement. The impairment test uses a fair value
approach rather than the undiscounted cash flows approach previously used.
Intangible assets that do not have indefinite lives will continue to be
amortized over their useful lives and reviewed for impairment in accordance
with SFAS No. 121. While this statement is effective for fiscal years
beginning after December 15, 2001, early adoption is permitted. The Company
adopted this standard as of December 1, 2001. Application of the
nonamortization provisions of SFAS No. 142 resulted in an increase to
income of $4,069 ($0.90 per common share) per quarter during the first and
second quarters of 2002. Pro forma impact on the first and second quarters
of 2001 resulted in an increase in net income of approximately $4,069 or
($0.90 per common share) for each quarter.

Set forth below is the pro forma SFAS No. 142 effect on results of
operations for the three and six month periods ended May 31, 2002 and 2001;

<TABLE>
<CAPTION>

                                                                          Unaudited
                                             ---------------------------------------------------------------------------------
                                                      Three months ended                        Six months ended
                                                           May 31,                                   May 31,
                                                    2002               2001                2002                    2001
                                             ----------------------------------    -------------------------------------------

<S>                                              <C>                 <C>                   <C>                     <C>
Net loss                                         $ (15,576)          $ (13,026)            $ (24,023)              $ (24,401)

Add back:
Amortization of reorganization
 value in excess of amount
 allocable to identifiable assets                        -               4,069                     -                   8,138

                                             --------------    ----------------      ----------------    --------------------
Adjusted net loss                                  (15,576)             (8,957)              (24,023)                (16,263)

Preferred stock dividends                             (375)               (368)                 (757)                   (750)

                                             --------------    ----------------      ----------------    --------------------
Loss applicable to common stock                  $ (15,951)           $ (9,325)            $ (24,780)              $ (17,013)
                                             ==============    ================      ================    ====================

Loss per common share:
  Basic
       Net loss                                    $ (3.57)            $ (2.98)              $ (5.54)                $ (5.59)
       Amortization of reorganization
        value in excess of amount
        allocable to identifiable assets                 -                0.90                     -                    1.81
                                             --------------    ----------------      ----------------    --------------------
       Adjusted loss per common share              $ (3.57)            $ (2.08)              $ (5.54)                $ (3.78)
                                             ==============    ================      ================    ====================

       Weighted average shares outstanding*          4,474               4,500                 4,474                   4,500
                                             ==============    ================      ================    ====================

  Diluted
       Net loss                                    $ (3.57)            $ (2.98)              $ (5.54)                $ (5.59)
       Amortization of reorganization
        value in excess of amount
        allocable to identifiable assets                 -                0.90                     -                    1.81
                                             --------------    ----------------      ----------------    --------------------
       Adjusted loss per common share              $ (3.57)            $ (2.08)              $ (5.54)                $ (3.78)
                                             ==============    ================      ================    ====================

       Weighted average shares outstanding*          4,474               4,500                 4,474                   4,500
                                             ==============    ================      ================    ====================

*Total shares to be issued pursuant to Plan of Reorganization.
</TABLE>



The Company is testing reorganization value in excess of amounts allocable
to identifiable assets using the two-step process prescribed in SFAS No.
142. The first step is to screen for potential impairment, while the second
step measures the amount of the impairment, if any. The Company has
completed the first of the required impairment tests for indefinite lived
intangible assets as of December 1, 2001. The Company concluded that it has
two reporting units, North America and Europe/Africa. The first step test
resulted in the carrying value exceeding the fair value for both reporting
units. Any impairment that is required to be recognized when adopting SFAS
No. 142 will be reflected as the cumulative effect of a change in
accounting principle effective December 1, 2001 and the first and second
quarter results will be restated upon adoption, as required by SFAS No.
142. The Company has not yet determined the magnitude of the potential
impairment loss. The Company intends to complete the measurement of the
impairment loss before the end of fiscal 2002.

SFAS No. 144, which supersedes SFAS No. 121, retains many of the provisions
of SFAS No. 121, while significantly changing the criteria that must be met
to classify an asset as held for disposal. Long-lived assets to be disposed
of other than by sales are considered held and used until the disposal
occurs. In addition, SFAS No. 144 retains the basic provisions of
Accounting Principles Board Opinion ("APBO") No. 30 for presentation of
discontinued operations in the statement of operations but broadens that
presentation to reflect a component of an entity. Also, future operating
losses are no longer recognized before they occur. Companies are required
to adopt SFAS No. 144 in their fiscal year beginning after December 15,
2001, fiscal 2003 for Tokheim. Management has not yet quantified the
effect, if any, of the new standard on the Company's financial statements.

For most companies, SFAS No. 145 will require gains and losses on
extinguishment of debt to be classified as income or loss from continuing
operations rather than as extraordinary items as previously required under
SFAS No. 4. Extraordinary treatment will be required for certain
extinguishments as provided in APBO No. 30. The provisions of SFAS No. 145
related to the SFAS No. 4 revision are effective for financial statements
issued for fiscal years beginning after May 15, 2002, however, early
adoption is encouraged. Once adopted, any gain or loss on extinguishment of
debt that was classified as an extraordinary item in prior periods
presented that does not meet the criteria in APBO No. 30 for classification
as an extraordinary item should be reclassified. Management has not yet
determined the effect, if any, of this statement on the Company's financial
statements.

5. Segment Reporting

For the three and six month periods ended May 31, 2002 and 2001, the
Company had only one reportable industry segment-the design, manufacture
and servicing of petroleum dispensing systems. The Company has two
reportable operating segments: North America and Europe/Africa. The
accounting policies of these segments are as described in the summary of
significant accounting policies in the Company's Form 10-K for the year
ended November 30, 2001. The Company evaluates the performance of each
operating segment based upon income from operations before merger and
acquisition costs and other unusual items. The Company's selling, general,
and administrative expenses are charged to each segment based upon the
operating segment where the costs are incurred. Segment results for the
three and six month periods ended May 31, 2002 and 2001 are summarized in
the tables below.

<TABLE>
<CAPTION>

SEGMENT REPORTING


Three months ended                         North
May 31, 2002                            America (1)     Europe/Africa      Eliminations    Consolidated
                                        ----------------------------------------------------------------
<S>                                      <C>              <C>                    <C>       <C>
Customer sales                           $ 35,962         $ 76,785               $ -       $ 112,747
Intercompany sales                            711              818            (1,529)              -
Depreciation and amortization               2,138            1,985               278           4,401
Operating profit (loss), before
 merger and acquisition costs
 and other unusual items                   (7,722)           5,211              (284)         (2,795)
Total assets                            $ 502,864        $ 249,709        $ (316,347)      $ 436,226



Three months ended                         North
May 31, 2001                            America (1)     Europe/Africa      Eliminations    Consolidated
                                        ----------------------------------------------------------------
Customer sales                           $ 45,218         $ 76,568               $ -       $ 121,786
Intercompany sales                            583                4              (587)              -
Depreciation and amortization               5,302            4,996            (1,254)          9,044
Operating profit (loss), before
 merger and acquisition costs
 and other unusual items                   (6,456)           3,776             1,133          (1,547)
Total assets                            $ 534,589        $ 239,452        $ (315,362)      $ 458,679



Six months ended                           North
May 31, 2002                            America (1)     Europe/Africa      Eliminations    Consolidated
                                        ----------------------------------------------------------------
Customer sales                           $ 69,370        $ 163,010        $        -       $ 232,380
Intercompany sales                          1,129              838            (1,967)              -
Depreciation and amortization               4,320            3,938               559           8,817
Operating profit (loss), before
 merger and acquisition costs
 and other unusual items                  (14,386)          13,755              (581)         (1,212)
Total assets                            $ 502,864        $ 249,709        $ (316,347)      $ 436,226



Six months ended                           North
May 31, 2001                            America (1)     Europe/Africa      Eliminations    Consolidated
                                        ----------------------------------------------------------------
Customer sales                           $ 89,365        $ 153,661        $        -       $ 243,026
Intercompany sales                          1,181              619            (1,800)              -
Depreciation and amortization               7,323            7,717             1,913          16,953
Operating profit (loss), before
 merger and acquisition costs
 and other unusual items                   (8,707)           6,910            (2,007)         (3,804)
Total assets                            $ 534,589        $ 239,452        $ (315,362)      $ 458,679


(1) Includes corporate headquarters
</TABLE>

Reconciliation from segment information to consolidated statement of earnings:

<TABLE>
<CAPTION>

                                            Three months ended                               Six months ended
                                                 May 31,                                         May 31,
                                 -----------------------------------------    -----------------------------------------
                                        2002                  2001                   2002                  2001
                                 -------------------   -------------------    -------------------   -------------------
<S>                                        <C>                   <C>                    <C>                   <C>
Segment operating loss                     $ (2,795)             $ (1,547)              $ (1,212)             $ (3,804)
Merger and acquisition costs
 and other unusual items                     (3,545)               (2,218)                (4,389)               (2,950)
                                 -------------------   -------------------    -------------------   -------------------
Consolidated operating loss                $ (6,340)             $ (3,765)              $ (5,601)             $ (6,754)
</TABLE>


6. Comprehensive Loss

<TABLE>
<CAPTION>

                                                            Three months ended                   Six months ended
                                                                  May 31,                             May 31,
                                                          2002              2001               2002              2001
                                                     ----------------------------------   ----------------------------------

<S>                                                        <C>               <C>                <C>               <C>
Net loss                                                   $ (15,576)        $ (13,026)         $ (24,023)        $ (24,401)
Other comprehensive income (loss):
        Foreign currency translation adjustments               4,523            (6,677)             3,790            (1,636)

                                                     ----------------  ----------------   ----------------  ----------------
Comprehensive loss                                         $ (11,053)        $ (19,703)         $ (20,233)        $ (26,037)
                                                     ================  ================   ================  ================
</TABLE>


7. Earnings per Share

The Company presents two earnings per share ("EPS") amounts, basic and
diluted. Basic EPS is calculated based on earnings available to common
shareholders and the weighted-average number of common shares outstanding
during the reported period. Diluted EPS includes additional dilution from
common stock equivalents, such as stock issuable pursuant to conversion of
preferred stock or the exercise of stock options and warrants outstanding.
The incremental shares from the conversion of preferred stock and exercise
of stock options and warrants were not included in computing diluted EPS
for the three and six month periods ended May 31, 2002 and 2001, since the
effect of such inclusion would be antidilutive during periods when a loss
from continuing operations is reported.

For the three and six month periods ended May 31, 2002, the
weighted-average number of potentially issuable common shares included
667,567 and 672,993 shares, respectively, related to warrants issued to the
Company's bank group. For the three and six month periods ended May 31,
2001, the weighted-average number of potentially issuable common shares
included 676,977 and 676,760 shares, respectively, related to warrants
issued to the Company's bank group.

Pursuant to the Plan, the holders of the Company's old senior and junior
subordinated notes were required to exchange the notes for New Common Stock
within a one-year period, commencing at the Effective Date. Due to the
failure of some of these holders to exchange their notes within the
one-year period, the Company reduced the total number of shares outstanding
by approximately 26,000 beginning November 30, 2001.

8. Merger and Acquisition Costs and Other Unusual Items

The components of merger and acquisition costs and other unusual items for
the three and six month periods ended May 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                                                    Three months ended               Six months ended
                                                                         May 31,                          May 31,
                                                            -------------------------------     ---------------------------
                                                                 2002            2001               2002           2001
                                                            --------------   --------------     -------------   -----------
<S>                                                           <C>              <C>                   <C>          <C>
Employee compensation and expenses
  related to on-going cost reduction efforts...............   $    2,270       $    1,830            $ 2,952      $ 2,203
Lease cancellation and other facility expenses.............        1,185               49              1,230           95
Legal and professional fees................................           16               12                 41           26
Reorganization.............................................           74              132                166          429
Other......................................................            -              195                  -          197

                                                              ----------       -----------           --------     ---------
Total                                                         $    3,545       $    2,218            $ 4,389      $ 2,950
                                                              ==========       ===========           ========     =========

</TABLE>

During the second quarter of 2002, it was determined that closure of the
Company's software development facility in Chesapeake, Virginia would be
necessary. As a result, approximately $460 for employee severance costs due
to elimination of positions was accrued for in May of 2002. The Company
also accrued approximately $935 for the remaining lease payments for the
building for the period beginning at the time the building is vacated in
August of 2002 through the expiration of the lease in April 2005. The
second quarter also includes charges of approximately $850 for severance
costs related to personnel reductions at the Company's Grentheville, France
manufacturing facility and Le Plessis, France service facility.

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

General

Tokheim Corporation, including its subsidiaries ("Tokheim" or the
"Company"), is one of the world's largest manufacturers and servicers of
electronic and mechanical petroleum dispensing systems. These systems
include petroleum dispensers and pumps, retail automation systems
(including point-of-sale ("POS") systems), dispenser payment or
"pay-at-the-pump" terminals, replacement parts and upgrade kits. The
Company provides products and services to customers in more than 80
countries. The Company is the largest supplier and servicer of petroleum
dispensing systems in Europe, Africa, Canada, the Middle East, Eastern
Europe and Mexico, and one of the largest in the United States. The Company
also has established operations in Asia and Latin America. In addition to
its products and services, the Company constructs, on a contractual basis,
petrol stations.

Results of Operations

Consolidated net sales for the three month period ended May 31, 2002 were
$112,747 compared to $121,786 for the comparable 2001 three month period.
Customer sales for North America for the period decreased by 20.5% to
$35,962 in 2002 from $45,218 in 2001. This decrease is attributable to the
overall decline in the North American market. While the Company believes
that its market share in this region is remaining constant, the overall
market decline is adversely affecting sales. European and African customer
sales for the period remained steady at $76,785 in 2002 compared to $76,568
in 2001.

Consolidated net sales for the six month period ended May 31, 2002 were
$232,380 compared to $243,026 for the comparable 2001 period. Sales for
North America decreased by 22.4% for the period to $69,370 in 2002 from
$89,365 in 2001. This decrease is primarily attributable to the overall
decline in the North American market. European and African sales increased
by 6.1% to $163,010 in 2002 from $153,661 in 2001. This increase is
primarily attributable to the continued effort to upgrade products to
enable customers to operate using the Euro, as well as the strengthening of
foreign currency rates relative to the U.S. dollar.

Gross margin as a percent of sales (defined as net sales less cost of
sales, divided by net sales) decreased to 20.2% in the three month period
ended May 31, 2002 from 22.7% in the same period in 2001. As the North
American sales have continued to decline, the Company has been unable to
reduce fixed manufacturing costs at a comparable rate. Management is
continually trying to implement a strategy to reduce these costs. Also,
certain sales were made in Latin America at lower margins during the three
month period ended May 31, 2002. For further discussion, refer to the
section "Liquidity and Capital Resources" below. For the six month period
ended May 31, gross margin decreased to 21.0% in 2002 from 21.9% in 2001.

Selling, general, and administrative ("SG&A") expenses expressed as a
percentage of sales for the three and six month periods ended May 31, 2002
were 18.8% and 17.8%, respectively, compared to 16.5% and 16.4% in the same
periods of 2001. SG&A expenses have increased from $20,132 in the three
month period ended May 31, 2001 to $21,208 in the same period in 2002. SG&A
expenses have increased in the six month period ended May 31, 2002 to
$41,297 from $39,961 in the six month period ended May 31, 2001. This
increase, both in amount and percentage, is attributable to the substantial
legal and professional service costs associated with the ongoing effort to
plan, modify, and adjust the Company's financial structure.

Depreciation and amortization expense for the three and six month periods
ended May 31, 2002 was $4,401 and $8,817, respectively, in contrast with
$9,044 and $16,953 in the comparable 2001 periods. This decrease was
primarily attributable to the cessation of amortization of reorganization
value in excess of amount allocable to identifiable assets pursuant to the
Company's adoption of Statement of Financial Accounting Standards ("SFAS")
No. 142. This was partially offset by the increased depreciation resulting
from the capitalization of leases related to service vehicles in France
during 2001. See Note 4 to the consolidated condensed financial
statements, "New Accounting Pronouncements," for more information.

Merger and acquisition costs and other unusual items were $3,545 and $4,389
for the three and six month periods ended May 31, 2002, respectively,
compared to $2,218 and $2,950 for the same periods in 2001. This increase
is due to increased severance and lease cancellation costs due to facility
closures in the 2002 period related to ongoing cost reduction efforts.

Net interest expense for the three month period ended May 31, 2002 was
$9,058 compared to $8,835 for the three month period ended May 31, 2001.
This increase is primarily attributable to increased borrowings under the
revolving credit facility partially offset by significant decreases in
market interest rates. Net interest expense for the six month period ended
May 31, 2002 was $17,610 compared to $18,057 in the six month period ended
May 31, 2001. This decrease is primarily attributable to a significant
decrease in market interest rates, which reduced interest expense related
to the variable portion of the New Credit Agreement.

Foreign currency gain for the three and six month periods ended May 31,
2002 was $274 and $81, respectively, in contrast with foreign currency loss
of $762 and $507 in the same periods of 2001. These gains are attributable
to fluctuations in the value of various foreign currencies, predominantly
the Euro and the British pound, against the U.S. dollar.

Other expense, net for the three and six month periods ended May 31, 2002
was $94 and $213, compared to $940 and $1,992 of income in the same periods
of 2001. This decrease was due to proceeds received from life insurance
policies and the reduction in estimates of certain liabilities, such as
foreign Value Added Tax, in the 2001 period that did not recur in the 2002
period.

Income tax for the three and six month periods ended May 31, 2002 and 2001
was an expense of $391 and $699, respectively, compared to $431 and $893 in
the three and six month periods ended May 31, 2001. This decline is due to
decreases in state and local taxes.

As a result of the above mentioned items, loss applicable to common stock
was $15,951 or $3.57 per diluted common share for the three months ended
May 31, 2002, compared to a loss applicable to common stock of $13,394 or
$2.98 per diluted common share for the same period in 2001. Loss applicable
to common stock was $24,780 or $5.54 per diluted common share for the six
months ended May 31, 2002, compared to a loss applicable to common stock of
$25,151 or $5.59 per diluted common share for the same period in 2001.

Liquidity and Capital Resources

The Company exited from bankruptcy in October 2000. The debt and equity
structure of the Company was based upon a strategic plan. A major
assumption of this strategic plan was that the depressed United States
market in which the Company had been operating in recent years would return
to prior growth levels. This assumption in the plan has not been realized.
In fact, the United States has continued to experience declines in the
overall market.

The results of the Company have demonstrated that a restructuring of its
capital structure is necessary. Toward this end, the Company initiated
discussions with its lenders regarding potential restructuring options.
Though these discussions have not yet resulted in an arrangement, the
Company and its lenders have entered into an amendment and waiver to the
Company's credit facility (more fully discussed in Note 3 "Notes Payable,
Bank Credit Agreement" to the consolidated condensed financial statements)
in which a timetable has been established to retain an investment banking
firm to develop a plan to explore all strategic options available to the
Company, including, without limitation, asset dispositions, refinancings,
and equity investments. The Company does not believe that this process will
impact its day-to-day operations. While the Company believes that a
transaction may be possible, there can be no assurance that a transaction
will be achieved.

As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," the Company entered
into an amendment and waiver with its lenders that permanently waived
certain financial convenants for the computation period ended February 28,
2002 through the computation period ending August 31, 2002. The Company's
financial statements for the quarter ended May 31, 2002 have been prepared
on a going concern basis, which contemplates the realization of assets and
the settlement of liabilities and commitments in the normal course of
business. Net sales have declined for three consecutive years and the
Company incurred net losses for the year ended November 30, 2001 and for
the six months ended May 31, 2002 of $56,754 and $24,023, respectively. In
addition, the Company had negative working capital as of May 31, 2002 and
November 30, 2001 of $231,972 and $215,139, respectively, as a result of
the classification of the outstanding bank debt as a current liability.
Further, the Company expects to incur additional net losses in the next two
quarters of fiscal 2002. Without restructuring of the credit facility or
other changes in the Company's operations, estimated cash availability will
not be sufficient to fund the scheduled principal and interest payment on
the Special Loan due November 30, 2002. Also, as a result of the Company's
recent history of declining sales and operating losses and forecasted
future losses, the Company may not be able to attract equity capital to
strengthen its financial condition. Given these conditions, there can also
be no assurances that the Company will meet its financial loan covenants in
the future or that the bank group will not exercise its rights within the
loan agreement to accelerate maturities on substantially all of the
Company's debt. These matters raise substantial doubt about the Company's
ability to continue as a going concern.

Since joining the Company in September 2001, the new Chief Executive
Officer, along with the rest of the Company's management team, has
developed a broad strategic and operational plan that is expected to
improve operating results for fiscal 2002 and beyond. The plan refocuses
Tokheim's sales efforts on growth through different channels and geographic
segments, use of recent technology developments for creation of successful
products, global integration of engineering and software development
activities to reduce redundancy and reduction of excess physical capacity.
The plan includes the following major initiatives:

o    Aggressively seek to penetrate new high growth geographical markets,
     specifically Asia and Latin America;

o    Increase market share from major oil companies by attracting business
     through new customers (such as the acceptance by Shell Oil Company of
     the Company's tender offer in January 2002);

o    Increase market share of sales to hypermarkets; and

o    Reduce costs through standardization of product offerings worldwide
     and globalization of purchasing.

To achieve these goals, the plan encompasses a shift from a geographical
focus to a product line focus. The new focus divides the Company's
worldwide product portfolio into three distinct business units: the Sales
and Service Unit, the Forecourt Products Business Unit and the Systems
Business Unit. Each business unit will focus on a specific product line on
a global scale allowing use of technologies and components across
marketplaces and elimination of redundant designs. The Sales and Service
Unit will allow the Company to allocate the necessary resources to
improving customer service and selling processes, which is expected to
increase market share. The Forecourt Products Business unit will focus on
reducing costs through the creation of global components and continuous
improvement in the production area. The Systems Business Unit will focus on
maximizing research and development efforts for dispensers and software by
eliminating duplication of work. The Company believes that these operating
improvements will facilitate the Company's ability to achieve a significant
portion of planned cost savings, while ultimately increasing revenues.

The Company began to implement this plan in the first six months of 2002,
as evidenced by acceptance of Tokheim's tender offer by Shell Oil Company,
United States and the announcement of the closure of certain of the
Company's facilities. The Company believes that it is strategically
positioned through its international hypermarket experience to offer
products for this emerging market in the United States.

Cash provided from operations for the six month period ended May 31, 2002
was $11,464 versus $121 in the same period of 2001. This increase was
caused by a large decrease in net receivables, partially offset by a
decrease in accounts payable.

Cash used in investing activities for the six month period ended May 31,
2002 was $2,084 compared to $4,709 in the same period of 2001. This decline
is principally attributable to decreased levels of capital expenditures in
the first half of 2002.

Cash used in financing activities for the six month period ended May 31,
2002 was $2,680 compared to cash provided from financing activities of
$9,676 in the same 2001 period. This decline in cash provided is primarily
attributable to a decrease in cash overdrafts in the first six months of
2002.

The Reorganization

The Company's Chapter 11 reorganization became effective as of October 20,
2000. Under the Plan, among other things:

-    the holders of approximately $190,438 of senior subordinated notes and
     other unsecured creditors were entitled to receive, assuming a full
     exchange, 4,410,000 shares of New Common Stock representing
     approximately 85% of the equity value of the reorganized Company
     subject to dilution for warrants to existing shareholders and
     management options;

-    the holders of approximately $49,194 of junior subordinated notes were
     entitled to receive, assuming a full exchange, 90,000 shares of New
     Common Stock representing approximately 2% of the equity value of the
     reorganized Company, as well as Series B Warrants to acquire 555,556
     shares of New Common Stock at an exercise price of $30.00 per share;

-    the holders of the Company's 12,669,000 shares of previously
     outstanding common stock (the "old Common Stock") were entitled to
     receive, assuming a full exchange, "out of the money" Series C
     warrants with a six year term giving them the right to acquire an
     aggregate of 549,451 shares of New Common Stock of the reorganized
     Company at an exercise price of approximately $49.46 per share (each
     Series C Warrant entitles the holder to purchase 0.04326865 of a share
     of New Common Stock at a price of $2.14, thereby requiring a holder to
     exercise approximately 23.11 Series C Warrants at an aggregate
     exercise price of approximately $49.46 to purchase one share to New
     Common Stock.)

-    members of the bank group received Series A Warrants to acquire
     678,334 of New Common Stock at an exercise price of $0.01 per share;
     and

-    members of the bank group received Series A Senior Preferred Stock
     with an aggregate liquidation preference of $100 and dividends with an
     annual rate of 16%.

The Company also entered into a post-confirmation credit agreement (the
"New Credit Agreement") as of the Effective Date. A portion of the proceeds
from these facilities was used to repay all outstanding borrowings under
the Company's then-existing bank loans. The New Credit Agreement, with
amounts outstanding of $295,978 and $279,127 at May 31, 2002 and November
30, 2001, respectively, consists of:

-    Tranche A Term Loan in the amount of $33,087, adjusted from an
     original amount of $36,540 at the Effective Date, due in September
     2005;

-    Tranche B Term Loan in the amount of $100,668, adjusted from an
     original amount of $100,637 at the Effective Date, due in September
     2005;

-    Special Loan in the amounts of $129,223 and $119,372 at May 31, 2002
     and November 30, 2001, respectively, including payment-in-kind
     interest, payable in four annual installments of $25,000 plus accrued
     interest thereon, commencing in November 2002; and

-    Revolving credit facility in an amended maximum amount of $35,502 from
     a maximum amount of $47,765 at the Effective Date, due in September
     2005, of which $33,000 and $26,000 was outstanding at May 31, 2002 and
     November 30, 2001, respectively. The Company also has outstanding
     letters of credit at May 31, 2002 and November 30, 2001 of $2,502 and
     $2,002, respectively.

Interest rates on the new credit facilities are as follows:

-    the Tranche A and Tranche B Term Loans bear interest based upon (at
     the Company's option) (i) the Base Rate (defined as the higher of (a)
     the prime rate and (b) the federal funds rate plus 0.5%) plus 3.5% in
     the case of US dollar denominated loans or (ii) the Eurodollar Rate
     (Reserve Adjusted) as defined in the New Credit Agreement plus 5% in
     the case of Euro dollar denominated loans;

-    the Special Loan bears interest at the rate of 16%, which is
     capitalized as part of the principal balance in lieu of being paid in
     cash; and

-    the revolving credit facility bears interest based upon (at the
     Company's option) (i) the Base Rate (defined as the higher of (a) the
     prime rate and (b) the federal funds rate plus 0.5%) plus 2.5% in the
     case of US dollar denominated loans or (ii) the Eurodollar Rate
     (Reserve Adjusted) as defined in the New Credit Agreement plus 4% in
     the case of Euro dollar denominated loans.

Critical Accounting Policies

Tokheim's discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated condensed financial
statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of
these financial statements requires Tokheim to make estimates and
judgements that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, Tokheim evaluates its estimates,
including those related to allowances for doubtful accounts, inventories,
recoverability of long-lived assets, intangible assets, income taxes,
warranty obligation, pensions and other postretirement benefits, and
contingencies in litigation. As more fully described in Management's
Discussion and Analysis in the Company's Form 10-K for the year ended
November 30, 2001, Tokheim bases its estimates on historical experiences
and on various other assumptions that are believed to be reasonable under
the circumstances, the results of which form the basis for making
judgements about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

The Future

The New Credit Agreement, as amended, requires the Company to meet certain
consolidated financial tests, including minimum levels of EBITDA and fixed
charge coverage ratio (both as defined in the New Credit Agreement) and
maximum levels of capital expenditure. The New Credit Agreement also
contains covenants which, among other things, limit the incurrence of
additional indebtedness, payment of dividends, transactions with
affiliates, asset sales, acquisitions, investments, mergers and
consolidations, prepayments and amendments of other indebtedness, liens and
encumbrances and other matters customarily restricted in such agreements.
As more fully discussed in Note 3 to the consolidated condensed financial
statements, "Notes Payable, Bank Credit Agreement," certain of these
covenants have been permanently waived for the period ending February 28,
2002 through the period ending August 31, 2002.

The Company's ability to meet financial ratios and tests in the future may
be affected by events beyond its control. There can be no guarantee that
the Company will meet such financial ratios and tests or that it will be
able to obtain future amendments to the New Credit Agreement, if so needed,
to avoid a default. In the event of a default, the lenders could elect to
declare all amounts borrowed under the New Credit Agreement to be due and
payable immediately.

Since joining the Company in September 2001, the new Chief Executive
Officer, along with the rest of the Company's management team, has
developed a broad strategic and operational plan that is expected to
improve operating results for fiscal 2002 and beyond. The plan refocuses
Tokheim's sales efforts on growth through different channels and geographic
segments, use of recent technology developments for creation of successful
products, global integration of engineering and software development
activities to reduce redundancy and reduction of excess physical capacity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to various market risks, including fluctuations in
interest rates, mismatches in funding obligations and receipts and
variability in currency exchange rates. The Company has established
policies, procedures and internal processes governing its management of
market risks and the limited use of financial instruments to manage its
exposure to such risks.

The Company is subject to variability in foreign exchange rates primarily
in its European and African operations. Exposure to this variability is
managed primarily through the use of natural hedges, whereby funding
obligations and assets are both managed in the local currency. The Company,
from time to time, enters into currency exchange agreements to manage its
exposure arising from fluctuating exchange rates related to specific
transactions. Tokheim's subsidiary, Tokheim-Italia s.r.l., has entered into
interest rate swap agreements to protect exposures to interest rate
fluctuations. The Company had no other material outstanding agreements of
this nature at May 31, 2002. The sensitivity of earnings and cash flows to
variations in exchange rates is assessed by applying an appropriate range
of potential rate fluctuations to the Company's assets, obligations and
projected results of operations denominated in foreign currencies. Based on
the Company's overall currency rate exposure at May 31, 2002, movements in
currency rates could materially impact the results of operations and
financial position of the Company.

A significant portion of the Company's debt has been borrowed under
variable rate arrangements. A 1% change in interest rates on this debt as
of May 31, 2002 would impact quarterly interest expense by approximately
$400.


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In September 1998, the Company acquired the RPS Division of Schlumberger.
One of Tokheim's primary competitors, Gilbarco, formerly known as Marconi
Commerce Systems, filed suit, claiming that a fuel dispenser manufactured
by RPS violates its electronics design patent for fuel dispensers and its
programmable multiple blender patent. Tokheim denied liability for any
infringement of the patents and believed that this infringement breached
Schlumberger's warranty regarding ownership of the technology. Gilbarco
filed suit in federal court in North Carolina. Gilbarco named Schlumberger
as a Defendant in this lawsuit and Schlumberger failed to answer. Gilbarco
moved for a summary judgement against Schlumberger. A settlement agreement
was entered into by and between Tokheim, Schlumberger and Gilbarco on or
about October 18, 2001, regarding this matter. As part of the settlement,
the Company entered into a technology license agreement providing for
payment by the Company of royalties to Gilbarco and Gilbarco received
shares of New Common Stock in accordance with the Plan.

On October 18, 2000, Schlumberger filed a claim with the Bankruptcy Court
with respect to the Company's acquisition of RPS. The claim, which was
subsequently modified on January 12, 2001, is for various sums allegedly
due to Schlumberger, totaling $10,000. The Company believed that $6,507 of
the claim was valid and made a provision for that amount. Pursuant to the
Plan, this provision was discharged as an impaired claim and included in
the calculation of extraordinary gain for the eleven months ended October
31, 2000. If the remaining amount of the claim were to be upheld, it would
be treated similarly to the claims of other impaired unsecured creditors.
The Company has not paid this claim as it has a counter-claim against
Schlumberger for amounts due and alleged to be due to the Company on
account of Schlumberger's alleged material breach of various
representations and warranties and breaches of other provisions of the
agreement entered in connection with the acquisition of RPS. The amount of
the Company's counter-claim is substantially higher than the amount of
Schlumberger's claim. The Company has commenced arbitration proceedings and
has filed its Statement of Claim in the International Court of Arbitration
to resolve the matter. Since the filing of the Statement of Claim by the
Company, both parties have had numerous settlement discussions. However, no
settlement has yet been reached.

The Company has received a subpoena from the SEC requiring submission of
documentation related to the RPS acquisition that occurred in 1998 and the
subsequent treatment of goodwill related to that acquisition by the Company
on certain of its financial statements through the time of the Company's
Chapter 11 bankruptcy during the fiscal year 2000. The Company is
cooperating fully with the SEC in its response to that subpoena.

As more fully described in Note 21 to the consolidated financial
statements, "Contingent Liabilities," in the Company's Form 10-K for the
year ended November 30, 2001, the Company is defending various claims and
legal actions, including claims relating to the U.S. Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") and other
environmental laws, product liability and various contract and employee
matters, some of which may be impaired in the aforementioned bankruptcy
proceeding. These legal actions primarily involve claims for damages
arising out of the Company's manufacturing operations, product liability
and various contractual and employment issues. Management believes that the
outcome of such pending claims will not, individually or in the aggregate,
have a material adverse effect on the Company's financial position, results
of operations, or cash flows.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

Exhibit
   No.                    Document
-------                   --------


2.1    Filing of a Joint Prepackaged Plan of Reorganization for the Company
       and its U.S. subsidiaries pursuant to chapter 11 of the United
       States Bankruptcy Code with the United States Bankruptcy Court for
       the District of Delaware (incorporated herein by reference to the
       Company's Current Report on Form 8-K/A dated September 11, 2000).

2.2    Confirmation of the Joint Prepackaged Plan of Reorganization for the
       Company and its U.S. subsidiaries pursuant to chapter 11 of the
       United States Bankruptcy Code with the United States Bankruptcy
       Court for the District of Delaware (incorporated herein by reference
       to the Company's Current Report on Form 8-K dated October 16, 2000).

3.1    Amended and Restated Articles of Incorporation of Tokheim
       Corporation, as filed with the Indiana Secretary of State as of
       October 20, 2000 (incorporated herein by reference to the Company's
       Quarterly Report on Form 10-Q, for the quarter ended August 31,
       2000).

3.2    Amended and Restated Bylaws of Tokheim Corporation, as amended and
       restated as of October 20, 2000 (incorporated herein by reference to
       the Company's Quarterly Report on Form 10-Q, for the quarter ended
       August 31, 2000).

4.1    Post-Confirmation Credit Agreement, dated as of October 20, 2000,
       among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions, AmSouth Bank, as
       Documentation Agent, and ABN AMRO Bank N.V., as Administrative Agent
       (incorporated herein by reference to the Company's Quarterly Report
       on Form 10-Q, for the quarter ended August 31, 2000).

4.2    Series A Warrant Agreement, dated as of October 20, 2000, among
       Tokheim Corporation and the holders of Series A Warrant Certificates
       (incorporated herein by reference to the Company's Quarterly Report
       on Form 10-Q, for the quarter ended August 31, 2000).

4.3    Series B Warrant Agreement, dated as of October 20, 2000, among
       Tokheim Corporation and Computershare Investor Services, LLC, as
       Warrant Agent (incorporated herein by reference to the Company's
       Quarterly Report on Form 10-Q, for the quarter ended August 31,
       2000).

4.4    Series C Warrant Agreement, dated as of October 20, 2000, among
       Tokheim Corporation and Computershare Investor Services, LLC, as
       Warrant Agent (incorporated herein by reference to the Company's
       Quarterly Report on Form 10-Q, for the quarter ended August 31,
       2000).

4.5    Registration Rights Agreement, dated as of October 20, 2000, among
       Tokheim Corporation and the Holders of Stock to be listed on
       Schedule 1 (incorporated herein by reference to the Company's
       Quarterly Report on Form 10-Q, for the quarter ended August 31,
       2000).

4.6    First Amendment to the Credit Agreement, dated as of March 14, 2001,
       among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions, AmSouth Bank, as
       Documentation Agent, and ABN AMRO Bank N.V., as Administrative Agent
       (incorporated herein by reference to the Company's Quarterly Report
       on Form 10-Q, for the quarter ended February 28, 2001).

4.7    Second Amendment to the Credit Agreement, dated as of July 23, 2001,
       among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions, AmSouth Bank, as
       Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
       Administrative Agent (incorporated herein by reference to the
       Company's Quarterly Report on Form 10-Q, for the quarter ended May
       31, 2001).

4.8    Third Amendment to the Credit Agreement, dated as of October 31,
       2001, among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions, AmSouth Bank, as
       Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
       Administrative Agent (incorporated herein by reference to the
       Company's Annual Report on Form 10-K, for the year ended November
       30, 2001).

4.9    Fourth Amendment to the Credit Agreement, dated as of February 8,
       2002, among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions, AmSouth Bank, as
       Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
       Administrative Agent (incorporated herein by reference to the
       Company's Annual Report on Form 10-K, for the year ended November
       30, 2001).

4.10   Fifth Amendment to the Credit Agreement, dated as of February 28,
       2002, among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions, AmSouth Bank, as
       Documentation Agent, and ABN AMRO Bank N.V., as a Lender and as
       Administrative Agent (incorporated herein by reference to the
       Company's Annual Report on Form 10-K, for the year ended November
       30, 2001).

4.11   Waiver and Consent, dated as of April 15, 2002, among Tokheim
       Corporation, various subsidiaries thereof as Borrowers, various
       financial institutions as lenders, AmSouth Bank, as a Lender and as
       Documentation Agent, and ABN AMRO Bank N.V., as a Lender, as issuing
       lender and as Administrative Agent (incorporated herein by reference
       to the Company's Annual Report on Form 10-K, for the year ended
       November 30, 2001).

4.12   Amendment No. 1 to Waiver and Consent, dated as of April 30, 2002,
       among Tokheim Corporation, various subsidiaries thereof as
       borrowers, various financial institutions as lenders, AmSouth Bank,
       as a Lender and as documentation agent for the Lenders, and ABN AMRO
       Bank N.V., as a Lender, as issuing lender and as administrative
       agent for the Lenders (incorporated herein by reference to the
       Company's Annual Report on Form 10-Q, for the quarter ended February
       28, 2002).

4.13   Amendment No. 2 to Waiver and Consent, dated as of May 8, 2002,
       among Tokheim Corporation, various subsidiaries thereof as
       borrowers, various financial institutions as lenders, AmSouth Bank,
       as a Lender and as documentation agent for the Lenders and ABN AMRO
       Bank N.V., as a Lender, as issuing lender and as administrative
       agent for the Lenders (incorporated herein by reference to the
       Company's Annual Report on Form 10-Q, for the quarter ended February
       28, 2002).

4.14   Amendment No. 3 to Waiver and Consent, dated as of May 22, 2002,
       among Tokheim Corporation, various subsidiaries thereof as
       borrowers, various financial institutions as lenders, AmSouth Bank
       as a Lender and as documentation agent for the Lenders and ABN AMRO
       Bank N.V., as a Lender, as issuing lender and as administrative
       agent for the Lenders (incorporated herein by reference to the
       Company's Annual Report on Form 10-Q, for the quarter ended February
       28, 2002).

4.15   Amendment No. 4 to Waiver and Consent, dated as of May 31, 2002,
       among Tokheim Corporation, various subsidiaries thereof as
       borrowers, various financial institutions as lenders, AmSouth Bank,
       as a Lender and as documentation agent for the Lenders and ABN AMRO
       Bank N.V., as a Lender, as issuing lender and as administrative
       agent for the Lenders (incorporated herein by reference to the
       Company's Annual Report on Form 10-Q, for the quarter ended February
       28, 2002).

4.16   Sixth Amendment and Waiver to the Credit Agreement, dated as of June
       7, 2002, among Tokheim Corporation, various subsidiaries thereof as
       Borrowers, various financial institutions as lenders, AmSouth Bank,
       as a Lender and as documentation agent for the Lenders and ABN AMRO
       Bank N.V., as a Lender, as issuing lender and as administrative
       agent for the Lenders (incorporated herein by reference to the
       Company's Current Report on Form 8-K, filed June 11, 2002).

10.1   Tokheim Corporation Supplemental Executive Retirement Plan
       (incorporated herein by reference to the Company's Report on Form
       10- Q, for the quarter ended August 31, 1999).

10.2   Employment Agreement, dated July 15, 1999, between Tokheim
       Corporation and Douglas K. Pinner (incorporated herein by reference
       to the Company's Report on Form 10-Q, for the quarter ended August
       31, 1999).

10.3   Employment Agreement, dated May 15, 2000, between Tokheim
       Corporation and Robert L. Macdonald (incorporated herein by
       reference to the Company's Quarterly Report on Form 10-Q/A, for the
       quarter ended May 31, 2000).

10.4   Employment Agreement, dated July 15, 1999, between Tokheim
       Corporation and Jacques St-Denis (incorporated herein by reference
       to the Company's Report on Form 10-Q, for the quarter ended August
       31, 1999).

10.5   Employment Agreement, dated July 15, 1999, between Tokheim
       Corporation and Norman L. Roelke (incorporated herein by reference
       to the Company's Report on Form 10-Q, for the quarter ended August
       31, 1999).

10.6   Employment Agreement, dated July 15, 1999, between Tokheim
       Corporation and Scott A. Swogger (incorporated herein by reference
       to the Company's Report on Form 10-Q, for the quarter ended August
       31, 1999).

10.7   Employment Agreement, dated September 4, 2001, between Tokheim
       Corporation and John S. Hamilton (incorporated herein by reference
       to the Company's Annual Report on Form 10-K, for the year ended
       November 30, 2001).

10.8   Technology License Agreement, effective as of December 1, 1997,
       between Tokheim Corporation and Gilbarco, Inc. (incorporated herein
       by reference to the Company's Annual Report on Form 10-K, for the
       year ended November 30, 1997).

10.9   Tokheim Corporation Management Option Plan (incorporated herein by
       reference to the Company's Quarterly Report on Form 10-Q, for the
       quarter ended August 31, 2000).

10.10  Form of Incentive Stock Option Agreement under Tokheim Corporation
       Management Option Plan (incorporated herein by reference to the
       Company's Quarterly Report on Form 10-Q, for the quarter ended
       August 31, 2000).

10.11  Incentive Stock Option Agreement under Tokheim Corporation
       Management Option Plan, dated as of October 20, 2000, among Tokheim
       Corporation and Douglas K. Pinner (incorporated herein by reference
       to the Company's Quarterly Report on Form 10-Q, for the quarter
       ended August 31, 2000).

21.1   Subsidiaries of Tokheim Corporation (incorporated herein by
       reference to the Company's Annual Report on Form 10-K, for the year
       ended November 30, 2001).

b. Reports on Form 8-K

A Current Report on Form 8-K was filed on June 11, 2002 with respect to the
Sixth Amendment and Waiver to the Company's Credit Agreement.

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         TOKHEIM CORPORATION


Date: July 15, 2002
                                         /s/ John S. Hamilton
                                         -------------------------------------
                                         President and Chief Executive Officer


                                         /s/ Scott L. Bennett
                                         -------------------------------------
                                         Vice President, Finance